Common use of Indemnification by Asset Representations Reviewer Clause in Contracts

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing Entity, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Asset Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity and the resignation or removal of the Asset Representations Reviewer. 8 (NALT 2024-A Asset Representations Review Agreement)

Appears in 2 contracts

Samples: Asset Representations Review Agreement (Nissan Auto Lease Trust 2024-A), Asset Representations Review Agreement (Nissan Auto Lease Trust 2024-A)

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Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Asset Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer. 8 (NALT 2024NAROT 2023-A B Asset Representations Review Agreement)

Appears in 2 contracts

Samples: Asset Representations Review Agreement (NISSAN AUTO RECEIVABLES Co II LLC), Asset Representations Review Agreement (NISSAN AUTO RECEIVABLES Co II LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing Entity, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Asset Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity and the resignation or removal of the Asset Representations Reviewer. 8 (NALT 2024-A Asset Representations Review Agreement).

Appears in 2 contracts

Samples: Asset Representations Review Agreement (Nissan Auto Lease Trust 2021-A), Asset Representations Review Agreement (Nissan Auto Lease Trust 2021-A)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing Entity, the Depositor, the Servicer, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costs, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses incurred in connection with the enforcement by such Person of any indemnification or other obligation of the Asset Representations Reviewer, resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity and the resignation or removal of the Asset Representations Reviewer. 8 (NALT 2024-A B Asset Representations Review Agreement)

Appears in 1 contract

Samples: Asset Representations Review Agreement (Nissan Auto Lease Trust 2024-B)

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Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing EntityIssuer, the Depositor, the ServicerAdministrator, the SponsorServicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all costsfees, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilitiesliabilities (including the fees and expenses of defending itself against any loss, including legal damage or liability and any fees and expenses incurred in connection with any proceedings brought by that Person to enforce the enforcement by such Person of any indemnification or other obligation obligations of the Asset Representations Reviewer, ) resulting from (a) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuing Entity Issuer and the resignation or removal of the Asset Representations Reviewer. 8 (NALT 2024-A Asset Representations Review Agreement).

Appears in 1 contract

Samples: Review Agreement (Verizon ABS LLC)

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuing Entity, [the Grantor Trust,] the Depositor, the Seller, the Servicer, the Administrator, the Sponsor, the Owner Trustee [,the Grantor Trust Trustee] and the Indenture Trustee and their respective directors, officers, employees and agents for all costsfees, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities, including legal fees and expenses those incurred in connection with the enforcement by such Person of this indemnification (and including any indemnification or other obligation of the Asset Representations Reviewerattorneys fees’, expenses and court costs), resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or Agreement, (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement or (c) the Asset Representations Reviewer’s breach of any of its obligations in Sections 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination of this Agreement, the termination of the [Issuing Entity Entity][Grantor Trust] and the resignation or removal of the Asset Representations Reviewer. 8 (NALT 2024-A Asset Representations Review Agreement).

Appears in 1 contract

Samples: Asset Representations Review Agreement (Carvana Receivables Depositor LLC)

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